2. Acquisitions

The following table details the acquisitions made during the year ended December 31, 2012.



2012 Acquisitions
Date	Type	Company / Product Line Acquired	Location (Near)	Segment
Jan 1	Asset	Quattroflow Fluid Systems	Kamp-Lintfort, Germany	Engineered Systems
Manufacturer of positive displacement pumps primarily serving the pharmaceutical and biotech industries.

Mar 13	Stock	Maag Pump Systems	Grossostheim, Germany	Engineered Systems
Manufacturer of gear pump technology, pelletizing systems, and engineered integrated solutions for the polymer, plastic, chemical, and petrochemical industries.

Apr 25	Stock	Production Control Services (PCS)	Fredrick, Colorado	Energy
Manufacturer of products in artificial lift and production optimization, including plunger lift, gas lift, nitrogen generation, and well site automation.

Nov 30	Stock	Anthony International	Sylmar, California	Engineered Systems
Manufacturer of specialty glass, commercial glass refrigerator and freezer doors, case lighting, and display and merchandising systems.

Dec 6	Asset	Elektron	Bremen, Germany	Engineered Systems
Manufacturer of electrical equipment for the automotive workshop, specializing in welders and battery service machines.

Dec 20	Asset	Power Soak	Kansas City, Missouri	Engineered Systems
Manufacturer of continuous motion, water jet propelled ware washing systems.

Dec 28	Stock	UPCO, Inc.	Claremore, Oklahoma	Energy
Manufacturer of steel sucker rods and accessories used in the artificial lift segment of the oilfield services industry.

Anthony International Acquisition

On November 30, 2012, Dover completed the acquisition of Anthony International for a total purchase price of $603,190, net of cash acquired. As a result of this acquisition, the Company recorded approximately $210,000 of customer-related intangibles (weighted average life of 15 years), $35,000 of trademarks (weighted average life of 15 years), $7,900 of patents (weighted average life of 7 years), and $34,000 of other intangibles (weighted average life of 7 years). This acquisition resulted in the recognition of goodwill totaling $297,534, none of which is expected to be deductible for tax purposes. In addition, the Company recognized a deferred tax asset of approximately $60,000 relating to net operating losses that the Company expects to be able to utilize. Anthony, which manufactures commercial glass refrigerator and freezer doors, and related components, has been incorporated into the Hill Phoenix business within the Refrigeration & Industrial platform of the Engineered Systems segment. The acquisition of Anthony enables Hill Phoenix to expand its refrigeration portfolio with integrated solutions for global customers. As such, the goodwill recorded through the acquisition reflects the value attributed to the vertical integration and global revenue growth opportunities and net cost synergies that the combined business expects to achieve.

Other Acquisitions

During 2012, the Company acquired six other businesses in separate transactions for net cash consideration of $477,243. Additionally, the acquisition of PCS was funded in part with common stock valued at $100,610 at the date of acquisition, so aggregate consideration for these acquisitions totaled $577,853. As a result of these acquisitions, the Company recorded approximately $219,821 of customer-related intangibles (weighted average life of 11 years), $18,944 of trademarks (weighted average life of 10 years), $15,016 of patents (weighted average life of 8 years), and $29,066 of other intangibles (weighted average life of 7 years). These acquisitions resulted in the recognition of goodwill totaling $304,564, of which $31,339 is expected to be deductible for tax purposes.

These businesses predominantly manufacture products in the energy and fluid solutions markets, two key growth areas for the Company. The businesses were acquired to complement and expand upon existing operations within the Energy segment and the Fluid Solutions platform of the Engineered Systems segment. The goodwill identified by these acquisitions reflects the benefits expected to be derived from product line expansion and operational synergies. Upon consummation of the acquisitions, each of these entities is now wholly-owned by Dover.

The following presents the allocation of acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values:



	Anthony International			Other Acquisitions			Total
Current assets, net of cash acquired	$	85,009		$	118,637		$	203,646
Property, plant and equipment	40,703			57,313			98,016
Goodwill	297,534			304,564			602,098
Intangible assets	286,900			282,847			569,747
Other non-current assets, principally deferred taxes	67,605			—			67,605
Current liabilities assumed	(42,011		)	(61,101		)	(103,112		)
Non-current liabilities assumed, principally deferred taxes and pension obligations	(132,550		)	(124,407		)	(256,957		)
Net assets acquired	$	603,190		$	577,853		$	1,181,043

The amounts assigned to goodwill and major intangible asset classifications by applicable segment for the 2012 acquisitions are as follows:



	Energy		Engineered Systems		Total		Useful life (in years)
Goodwill - Tax deductible	$	10,366	$	20,973	$	31,339	na
Goodwill - Non deductible	125,540		445,219		570,759		na
Customer intangibles	105,500		324,321		429,821		13
Trademarks	7,520		46,424		53,944		13
Patents	11,140		11,776		22,916		8
Other intangibles	—		63,066		63,066		7
	$	260,066	$	911,779	$	1,171,845

The Company has substantially completed the purchase price allocations for the 2012 acquisitions. However, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including finalization of asset appraisals, the Company will refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

In connection with the acquisitions of Anthony International and Maag Pump Systems, the Company provided restricted-use cash collateral to secure the businesses' outstanding bank guarantees at the dates of acquisition. At December 31, 2012, the outstanding amount of collateral totaled $7,727, which will decline as the guarantees expire or they are migrated to the Company's credit facility.

In April 2012, the Company received approximately $45,000 as final payment for settlement of purchase price adjustments for post-acquisition contingencies relating to the 2011 Sound Solutions acquisition. This amount is reported within cash paid for acquisitions in the Consolidated Statement of Cash Flow for the year ended December 31, 2012 and had no impact to the Company's earnings for the year ended December 31, 2012.

The Consolidated Statements of Earnings include the results of these businesses from the dates of acquisition. The aggregate revenue of the 2012 acquisitions included in the Company’s 2012 consolidated revenue totaled $235,772.

During 2011, the Company acquired nine businesses for an aggregate cost of $1,342,461, net of cash acquired. A summary of the acquisitions made during 2011 is as follows:



2011 Acquisitions
Date	Type	Company / Product Line Acquired	Location (Near)	Segment
Jan 1	Stock	Harbison-Fischer, Inc.	Crowley, TX	Energy
Designer and manufacturer of down-hole rod pumps and related products used in artificial lift applications around the world.

Jan 5	Asset/Stock	Dosmatic, Inc.	Carrollton, TX	Engineered Systems
Manufacturer of non-electric chemical metering equipment used in agricultural, horticulture, and other industrial market segments.

Jan 26	Stock	TAGC Limited LLC	Muscat, Oman	Energy
Oilfield services provider, servicing both conventional and coiled sucker rod wells in the Middle East.

Jan 28	Asset	EnviroGear Product Line	Franklin Park, IL	Engineered Systems
Manufacturer of magnetically coupled internal gear pumps used in a wide range of industrial manufacturing.

Jul 4	Stock	Sound Solutions	Vienna, Austria and Beijing, China	Communication Technologies
Manufacturer of dynamic speakers and receivers for cell phones and other consumer electronics.

Sep 1	Stock	Oil Lift	Calgary, Canada	Energy
Manufacturer of surface drive systems for progressive cavity pumps serving the artificial lift segment of the oil and gas industry.

Sep 1	Asset	Tierra Alta Canada	Edmonton, Canada	Energy
Manufacturer of progressive cavity pumps serving the artificial lift segment of the oil and gas industry.

Nov 1	Stock	RedScrew Pump Manufacturing	Tianjin, China	Engineered Systems
Manufacturer of twin and triple screw pumps, as well as multiphase and specialty pumps, serving oil and gas, petrochemical, and marine markets.

Nov 7	Stock	Advansor A/S	Arhus, Denmark	Engineered Systems
Designer and manufacturer of HFC-free, CO2 transcritical refrigeration and heat pump systems for supermarkets and light industrial applications.

Pro Forma Information

The following unaudited pro forma information illustrates the effect on the Company’s revenue and earnings from continuing operations for years ended December 31, 2012 and 2011, assuming that the 2012 acquisitions had taken place at the beginning of 2011. As a result, the supplemental pro forma earnings reflect adjustments to earnings from continuing operations as reported in the Consolidated Statements of Earnings to exclude $11,335 of nonrecurring expense related to the fair value adjustments to acquisition-date inventory (after-tax) and $5,256 of acquisition-related costs (after-tax) from the year ended December 31, 2012. The supplemental pro forma earnings for the comparable 2011 period were adjusted to include these charges as if they were incurred at the beginning of 2010. The 2012 and 2011 supplemental pro forma earnings are also adjusted to reflect the comparable impact of additional depreciation and amortization expense (net of tax) resulting from the fair value measurement of tangible and intangible assets relating to 2012 and 2011 acquisitions.



	Years Ended December 31,
	2012		2011
Revenue from continuing operations:
As reported	$	8,104,339	$	7,369,154
Pro forma	8,520,236		8,154,035
Earnings from continuing operations:
As reported	$	833,119	$	773,186
Pro forma	875,257		796,646
Basic earnings per share from continuing operations:
As reported	$	4.59	$	4.16
Pro forma	4.82		4.29
Diluted earnings per share from continuing operations:
As reported	$	4.53	$	4.09
Pro forma	4.76		4.22

These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the dates indicated or that may result in the future.